This
AMENDMENT to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of
February 7, 2002, by and between American Standard Companies, Inc., a
Delaware corporation (the “Company”), and Frederic M. Poses (the “Executive”)
is effective October 6, 2004.

W I T
N E S S E T H:

WHEREAS,
the Company and the Executive have previously entered into an amended and
restated employment agreement dated February 7, 2002 (the “Employment
Agreement”);

WHEREAS,
the Company desires to continue to secure the services of Executive for an
additional year and to provide him with the appropriate incentives to continue
to enhance the value of the Company for the benefit of its shareholders;

WHEREAS,
the Company and the Executive wish to amend the Employment Agreement solely as
set forth below; and

NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
Company and Executive hereby amend the Employment Agreement as follows:

1. The
Employment Period in Paragraph 1 shall be extended through December 31,
2007.

2. The
following shall be added as Paragraph 3(c):

Performance Bonus. At the end of the Employment Period, the
independent members of the Board will determine the extent of Executive’s
eligibility for a discretionary performance bonus of up to $2,500,000 (the
“Performance Bonus”), based on their assessment of Executive’s success in
developing both a long term strategic plan for the Company and a transition
plan for his succession. The Performance Bonus will be payable (to the extent
earned) on or about April 1, 2008. Executive may elect to defer receipt of
the Performance Bonus upon such terms and conditions as the independent Board
members may establish, provided that such deferral can be effectuated in
conformance with applicable laws and regulations.

3. The
last sentence in Paragraph 5(a) shall be restated in its entirety to read:

“Notwithstanding anything else contained
herein to the contrary, the Executive shall at all times be deemed vested in
his accrued benefit under the Company’s Supplemental Executive Retirement Plan
(“SERP”).”

4. The
following shall be added as Paragraph 5(e):

Retirement Perquisites. So long as Executive remains in the
employ of the Company throughout the Employment Period, then: (a) for the
five year period commencing January 1, 2008 Executive shall be entitled to
make use of an office in the Company’s New York City office or, at the
Company’s election, a comparable office in New York City provided by the
Company, with secretarial support provided by the Company; (b) during the
same five year period, the Company shall reimburse Executive for financial
planning expenses incurred up to a maximum of $10,000 per year; and (c) at
the end of the Employment Period, the Company shall also pay for Executive’s
buy out of the lease for Executive’s Company provided car.

5. Paragraph 7(a)
shall be restated in its entirety to read:

Non-competition. During the Employment Period and during the
one year period thereafter, Executive shall not become associated with any
entity, whether as a principal, partner, employee, consultant or shareholder
(other than as a holder not in excess of 1% of the outstanding shares of any
publicly traded company), that is actively engaged in any geographic area in
any business which is in competition with the business of the Company.

6. Except
as modified herein, all provisions of the Employment Agreement shall remain in
full force and effect.

IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and Executive has hereunto set his hand as of the day
and year first above written.

This will confirm our agreement to extend your term of
service as Chief Executive Officer of Trane Inc., on the terms and conditions
set forth below, beyond the expiration of the term of your current employment
agreement with the Company, which will expire in accordance with its terms on
December 31, 2007.

Your service as Chief Executive Officer of the Company
will continue until June 30, 2008 or such earlier date as the Board of
Directors of the Company shall specify. During your continued service with the
Company under the terms of this letter agreement, you will be paid a base
salary at the monthly rate of $416,666.66, in accordance with the Company’s
standard payroll practices. Except as provided in the immediately following
sentence, in the event that you work for only a portion of any month during
this period, you will be paid a pro-rated portion of the monthly base salary,
based on the number of days in the month elapsed up to and including your date
of termination. However, in the event that, after you have commenced services
in 2008, your employment terminates prior to March 31, 2008 for any reason
other than your voluntarily termination of your employment or a termination by
the Company for “cause” (as such term is defined in the Corporate Officers
Severance Plan (the “Severance Plan”), the Company will pay you an amount equal
to the excess, if any, between $1,250,000 and the amount actually payable to
you as base salary for services in 2008.

During your continued employment in 2008, you shall
continue to participate in the employee benefit plans and programs generally
made available to employees of the Company and shall receive such perquisites
as are otherwise made available to senior officers of the Company.

You agree and understand that the compensation and
benefits described in the two immediately preceding paragraphs shall be your
sole compensation for your services during 2008. You will not receive or be
eligible for any other bonus or supplemental cash payment, any grant or any
additional service credits in respects of any long-term incentive plan (so that,
when your employment terminates in 2008, your rights in respect of any such
previously granted long-term award will be determined on the same basis as
though you retired on December 31, 2007) or any stock option or other
equity or equity-based grants. Without limiting the generality of the
foregoing, in determining the period of time following your termination of
employment in

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which you may exercise any stock options previously granted
to you, such post-termination exercise period shall be measured from the actual
date of your termination of employment. You also agree and acknowledge that,
when your employment terminates in accordance with the terms of this letter
agreement (whether at or before June 30, 2008), you shall not be entitled
to receive any severance benefits under the Severance Plan, and that the
termination provisions under your Employment Agreement and any additional age
or service credits under the Company’s Executive Supplemental Retirement
Benefits Program in the event of a Change of Control as defined in that plan
will not apply.

The independent members of the Board have determined
that the amount payable to you in respect of the discretionary Performance
Bonus payable under paragraph 3.c. of your Employment Agreement will be
$2,500,000. You and the Company hereby agree that any such Performance Bonus
shall be paid to you in 2008 on or within 10 days after April 1, 2008.

You also agree and understand that certain terms of
the Employment Agreement relating to the compensation and benefits to be
provided to you following your termination of employment are being amended. The
Company will buy out the lease of your Company provided car immediately (and in
no event more than 30 days) following your termination of employment. You also
agree and understand that the Company’s obligation to reimburse you, after your
termination of employment, for financial planning expenses you incur, up to a
maximum of $10,000 per year, shall relate to expenses incurred in each of
calendar years 2009-2013. In lieu of its obligation to provide you with office
space following your termination of employment, the Company will pay you an
annual amount of $60,000, less appropriate taxes, to enable you to lease space
at an appropriate off-site location in Manhattan suitable to accommodate you and
one administrative assistant. Such amount shall be payable to you on the six
month anniversary of the date of your termination of employment and on each
anniversary of that date through 2012.

Additionally, during the sixty-six month period
following your termination of employment, the Company will make available to
you the services of your current assistant, so long as she is still an employee
of the Company, and if not, another qualified assistant, remotely from the
Company’s headquarters. For the five year period following the end of the sixth
month following your termination, the Company shall bear all costs and expenses
(including the costs of such assistant’s compensation and benefits) related to
making the services of such assistant available to you (the “Administrative
Expenses”). During the first six months following your termination, you shall
reimburse the Company, monthly in arrears, within five business days of receipt
of an invoice for such amounts, for the Administrative Expenses.

You agree and acknowledge that the covenants contained
in Section 7 of your current Employment Agreement shall continue in effect
during the term of your employment hereunder

2

and the Restriction Period (as defined in
Section 7(a) of the Employment Agreement) shall be deemed to commence on
the termination of your employment under this letter agreement.

Except as otherwise expressly provided herein or as
otherwise expressly provided in the Employment Agreement, it is agreed and
understood that your Employment Agreement will expire on December 31,
2007, and will have no further force and effect after such date.

The
purpose of the Plan is to provide certain key employees of the Company and its
subsidiaries with severance benefits should their employment terminate under the
circumstances described herein. This Plan supersedes any and all previous
severance pay practices or policies of the Company or its Subsidiaries, whether
written or unwritten.

Section II.
Definitions

A. Act
- means the Securities Exchange Act of 1934, as amended.

B. Agreement
and Release – means an agreement prepared by the Company under which a
Participant, in return for benefits provided under the Plan, agrees to release
the Company and its Subsidiaries from any and all claims which such Participant
may have against such entities at the time the agreement is executed, and
further agrees to certain other undertakings, including cooperation with the
Company in any matter which may give rise to legal claims against the Company,
a one year non-solicitation agreement, keeping confidential proprietary
information of the Company as well as the terms of the Agreement and Release,
settlement of any disputes concerning the Agreement and Release through binding
arbitration, and such other undertakings as the Company may reasonably require
from time to time.

C. ASI—means
American Standard Inc., a Delaware
corporation.

D. Base
Amount – means an amount equal to the Participant’s Annualized Includable
Compensation for the Base Period as defined in Section 280(G)(d)(1) and (2) of the Code.

E. Beneficial
Owner means any “person”, as such term is used in Section 13(d) of the
Act, who, directly or indirectly, has or shares the right to vote or dispose of
such securities or otherwise has “beneficial ownership” of such securities
(within the meaning

of Rule 13d-3
and Rule 13d-5 under the Act), including pursuant to any agreement, arrangement
or understanding (whether or not in writing).

F. Board
- means the Board of Directors of the Company.

G. Cause
- means a Participant’s (1) willful and continued failure substantially to
perform his duties with the Company or any Subsidiary (other than any such
failure resulting from incapacity due to reasonably documented physical or
mental illness), after a demand for substantial performance is delivered to
such Participant by the Senior Vice President of Human Resources of the Company
which specifically identifies the manner in which it is believed that such
Participant has not substantially performed his or her duties and such
Participant is provided a period of thirty (30) days to cure such failure,
(2) conviction of, or plea of nolocontendere to, a felony, or (3) the willful engaging
by such Participant in gross misconduct materially and demonstrably injurious
to the Company or any Subsidiary or to the trustworthiness or effectiveness of
the Participant in the performance of his duties. For purposes hereof, no act,
or failure to act, on such Participant’s part shall be considered “willful”
unless done, or omitted to be done, by the Participant not in good faith and without
reasonable belief that his or her action or omission was in the best interest
of the Company or a Subsidiary. Any act, or failure to act, based upon
authority given pursuant to a resolution duly adopted by the Board or based
upon the advice of counsel for the Company shall be conclusively presumed to be
done, or omitted to be done, by such Participant in good faith and in the best
interest of the Company or such Subsidiary.

H. “Change
of Control” shall mean the occurrence of any of the following events:

(i) any “person”, as such term is used in Section 13(d)
of the Act (other than the Company, any Subsidiary or any employee benefit plan
maintained by the Company or any Subsidiary (or any trustee or other fiduciary
thereof)) is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the Company’s then-outstanding securities, provided, however, that an
acquisition of securities of the Company representing less than 25% of the
combined voting power shall not constitute a Change of Control if, prior to
meeting the 20% threshold, the members of the Board who are not employees of
the Company or

2

a Subsidiary unanimously adopt a resolution consenting
to such acquisition by such Beneficial Owners;

(ii)
during any consecutive 24-month period, individuals who at the beginning of
such period constitute the Board, together with those individuals who first
become directors during such period (other than by reason of an agreement with
the Company or the Board in settlement of a proxy contest for the election of
directors) and whose election or nomination for election to the Board was
approved by a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved (the “Continuing
Directors”), cease for any reason to constitute a majority of the Board;

(iii)
the consummation of any merger, consolidation, recapitalization or
reorganization involving the Company, other than any such transaction immediately
following which the persons who were the Beneficial Owners of the outstanding
voting securities of the Company immediately prior to such transaction are the
Beneficial Owners of at least 55% of the total voting power represented by the
voting securities of the entity surviving such transaction or the ultimate
parent of such entity in substantially the same relative proportions as their
ownership of the Company’s voting securities immediately prior to such
transaction; providedthat, such continuity of ownership (and
preservation of relative voting power) shall be deemed to be satisfied if the
failure to meet such threshold (or to preserve such relative voting power) is
due solely to the acquisition of voting securities by an employee benefit plan
of the Company, such surviving entity, any Subsidiary or any subsidiary of such
surviving entity;

(iv)
the sale of substantially all of the assets of the Company to any person other
than any Subsidiary or any entity in which the Beneficial Owners of the outstanding
voting securities of the Company immediately prior to such sale are the
Beneficial Owners of at least 55% of the total voting power represented by the
voting securities of such entity or the ultimate parent of such entity in
substantially the same relative proportions as their ownership of the Company’s
voting securities immediately prior to such transaction; or

3

(v) the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company.

H. Code
- means the Internal Revenue Code of 1986, as amended

I. Committee
- means the Management Development and Compensation Committee of the Board (or
such other committee of the Board that the Board shall designate).

J. Common
Stock - means the common stock of the Company, par value $0.01 per share.

K. Company
- means American Standard Companies Inc., a Delawarecorporation,
and any successor thereto.

L. Effective
Date - means July 10,
2003.

M. Good
Reason - means, coincident with or subsequent to a Change of Control, the
occurrence of any of the following:

1. a material diminution in a Participant’s duties, authority,
responsibilities or status;

2. relocation of the Participant’s principal place of
employment to a location more than 30 miles away from the Participant’s prior
principal place of employment;

3. a reduction by the Company or a Subsidiary in such
Participant’s base salary;

4. the
taking of any action by the Company or a Subsidiary (including the elimination
of a plan without providing substitutes therefor or
the reduction of such Participant’s award thereunder)
that would substantially diminish the aggregate projected value of such
Participant’s award opportunities under the Company’s or such Subsidiary’s
incentive plans in which he or she was participating at the time of the taking
of such action;

5. the
taking of any action by the Company or a Subsidiary that would substantially
diminish the aggregate value of the benefits provided to the Participant under
the Company’s or such Subsidiary’s medical, health, accident, disability, life
insurance, thrift and retirement plans in which he or she was participating at
the time of

4

the taking of such action (unless resulting from a
general change in benefits applicable to all similarly situated employees of
the Company and its affiliates); or

6. any purported termination by the Company or such Subsidiary
of the Participant’s employment that is not a termination for Cause.

Notwithstanding
the foregoing, the occurrence of any of the events described above will not
constitute Good Reason unless the Participant gives the Company written notice
that such event constitutes Good Reason within 90 days of first having
knowledge of such event and the Company fails to cure the event within 30 days
after receipt of such written notice.

N. Participant
- means each employee of the Company or a Subsidiary who is in the executive
grade, provided that executive officers of the Company shall not be eligible to
participate in the Plan. Notwithstanding the foregoing, employees first elected
to the positions of Vice President &
Controller or Vice President & Treasurer on or after July 7, 2005, who do
not participate in the Company’s Corporate Officer Severance Plan, shall be
Participants. Effective October 6,
2005, employees elected to the position of Vice
President & General Auditor, who do not participate in the Company’s
Corporate Officer Severance Plan, shall be Participants.

P. Plan
Administrator - means the Committee or any committee or individual
designated by the Committee to perform some or all of its administrative
functions hereunder.

Q. Subsidiary
- means any corporation, partnership or limited liability company
in which the Company owns, directly or indirectly, 50% or more of the total
combined voting power of all classes of stock of such corporation or of the
capital interest or profits interest of such partnership.

Section III. Eligibility.

Each
Participant shall be eligible to receive the benefits provided under the Plan
in the event of a Change of Control, if coincident therewith or within 24
months following thereafter (i) such Participant
voluntarily terminates employment for Good Reason or (ii) such
Participant’s

5

employment
is involuntarily terminated by the Company or a Subsidiary other than pursuant
to a termination for Cause.

Section IV. Severance Payments.

A
Participant who satisfies the eligibility requirements of Section III hereof
shall receive severance payments equal to the following:

(A) an amount equal to
one time the Participant’s annual base salary in effect on the date the
termination occurs; plus

(B) subject
to Section XI, the amount of the Participant’s annual incentive plan target
award in effect for the calendar year in which the termination occurs,
determined without regard to whether the applicable targets are obtained.

Notwithstanding the
foregoing, payment of any severance hereunder shall be contingent upon the
Participant’s execution of an Agreement and Release in a form acceptable to the
Company within 30 days of such Participant’s termination of employment.

Section
V. Payment of Benefits. Effective January 1, 2005, all severance
payments hereunder shall be paid in a single lump sum five (5) business days
following the Participant’s termination of employment, except that, if the
Participant is a “key employee” within the meaning of Section 416(i) of the Code and the severance benefits payable to such
Participant hereunder do not qualify as a short-term deferral not subject to
such Section 409A, such lump sum payment shall be made six months
following the date of the Participant’s termination of employment.

Section VI. Continuation of Welfare Plan Coverage. A Participant who is eligible to receive severance benefits pursuant
to Section III above will be entitled, subject to payment of any premiums or
co-payments required of the Participant for such coverage while an employee, to
continue all life, accident and health coverage, on the same basis as in effect
on the date he terminated employment, for a period of 12 months from the date
of termination, provided that, (i) to the extent
permitted by law, such coverage may be terminated at the discretion of the Plan
Administrator in the event the Participant obtains at least equal alternate
coverage, and (ii) the coverage provided is subject to any limitations
under the terms of any applicable contract with an insurance carrier or third
party administrator. Nothing herein shall restrict the right of the Company to
amend or terminate any benefit plan in a manner generally applicable to
similarly

6

situated
active employees of the Company and its affiliates, and Participants shall be
entitled to participate on the same basis as similarly situated active
employees of the Company and its affiliates. Any continuation of benefits
pursuant to this Section VI shall not run concurrent with any continuation
rights provided pursuant to the Consolidated Omnibus Budget Reconciliation Act
of 1985, as amended (“COBRA”), and for purposes of applying Cobra with respect
to coverage under any group health plan, the end of coverage under this Section
VI shall be deemed to a qualifying event for the Participant.

Section VII. Outplacement Assistance.
The Company will provide and pay for outplacement services to each Participant
eligible for the payment of benefits pursuant to Section III. Such services are
to be provided through a nationally recognized firm selected by the Company
which specializes in outplacement services and shall extend for six months from
the date of termination.

Section VIII. Mitigation; Offset. A Participant
shall not be required to mitigate the amount of any Payment under the Plan by
seeking employment or otherwise, and there shall be no
right of set-off or counterclaim, in respect of any claim, debt or obligation,
against any payments to the Participant. Notwithstanding the foregoing, a
Participant shall promptly report any new employment obtained to the company
during the period for which benefits are continued pursuant to Section VI.

Section IX. Certain Limitations on Payments.

A.

In the event a
Participant’s employment is terminated pursuant to Section III of this Plan,
and if in connection therewith it is determined that (i) part
or all of the compensation and benefits to be paid to the Participant (whether
pursuant to the terms of this Plan or otherwise) constitute “parachute
payments” under Section 280G of the Code, and (ii) the payment
thereof will cause the Participant to incur excise tax under
Section 4999 of the Code, the following limitation shall apply:

If the aggregate present
value of such parachute payments (the “Parachute Amount”) equals or exceeds
2.99 times the Participant’s Base Amount, then the amounts otherwise payable to
or for the benefit of the Participant pursuant to this Plan (or otherwise), and
taken into account in calculating the Parachute Amount (the “Capped Payments”),
shall be reduced, as further described below, to the extent

7

necessary so that the Parachute Amount is equal to 2.99 times
the Participant’s “Base Amount.”

B.

The determination of the
Parachute Amount, the Capped Payments and the Base Amount, as well as any
other calculations necessary to implement this Section IX shall be made by
the Company’s outside auditors or by a nationally recognized accounting or
benefits consulting firm appointed by the Company. The auditor’s or
consultant’s fee shall be paid by the Company.

C.

If a determination of
reduction in Capped Payments is made pursuant to clause B of this Section IX,
the Participant may propose which and how much of any particular entitlement
shall be eliminated or reduced, by advising the Company in writing of his or
her proposal within ten days of the final determination of the reduction in
Capped Payments. Upon the expiration of such ten-day period, the Company
shall take into consideration any proposal received and determine which and
how much of any entitlement shall be eliminated or reduced, and shall notify
the Participant promptly of such determination. As promptly as practicable
following such determination the Company shall pay to or distribute to or for
the benefit of the Participant such amounts as are then due to the
Participant and shall promptly pay to or distribute for the benefit of the
Participant in the future such amounts as become due to the Participant.

D.

As a result of the
uncertainty in the application of Section 280G of the Code at the time
of a determination hereunder, it is possible that payments will be made by the
Company which should not have been made under clause A of this Section IX
(“Overpayment”). In the event that there is a final determination by the
Internal Revenue Service, or a final determination by a court of competent
jurisdiction, that an Overpayment has been made, any such Overpayment shall
be treated for all purposes as a loan to the Participant which the
Participant shall repay to the Company together with interest at the
applicable Federal rate provided for in Section 7872(f) (2) of the
Code; provided, however, that no amount shall be payable by the Participant
to the Company if and to the extent such payment would not reduce the amount
which is subject to taxation under Section 4999 of the Code.

Section
X. Reservation of Right to Amend and Terminate. The
Company reserves the right, whether in an individual case or more generally, to
amend, reduce or eliminate the Plan, in whole or in part, at any time and from
time to time without notice, provided that no amendment

8

to this
Plan shall be made for two years following the occurrence of a Change of Control
if such amendment would reduce the benefits hereunder and no amendment that
reduces benefits hereunder shall be effective if a Change of Control occurs
within six months following such amendment.

Section XI. Relationship to Other Benefits. No
payment under the Plan shall be taken into account in determining any payments,
benefits, coverage levels or participation rates under any incentive
compensation plan, any pension, retirement, profit sharing, group insurance, or
other benefit plan of the Company; provided that, (a) a
Participant’s severance payment set forth in Section IV(B) of the Plan shall be
offset by the amount of any payment attributable to the same incentive plan
performance period that was received pursuant to Article X of the Company’s
2002 Omnibus Incentive Plan or any other Company plan with similar benefits,
and (b) the amount of the severance payments described in Section IV above
shall be reduced to the extent of any severance or redundancy payment or
benefit (i) sponsored by the Company or a
Subsidiary (other than under the Plan) (ii) provided or required by
federal, state, local or foreign law or regulation, and/or (iii) owed the
Participant pursuant to a contract with the Company or a Subsidiary, unless
such contract specifically provides otherwise. It is the intention of this Plan
that there shall be no duplication of the severance benefits provided
hereunder.

Section XII. Administration. The Plan
Administrator shall have full power and authority to interpret and carry out
the terms of the Plan, and to exercise discretion
where necessary or appropriate in the interpretation and administration of the
Plan and all decisions by the Plan Administrator shall be final and binding on
all affected parties, except as otherwise provided herein or by law. The Plan
is intended to be administered in a manner consistent with the requirements,
where applicable, of Section 409A of the Code. Where reasonably possible
and practicable, the Plan shall be administered in a manner to avoid the imposition
on Participants of immediate tax recognition and additional taxes pursuant to
such Section 409A. Notwithstanding anything else contained herein to the
contrary, neither the Plan Administrator nor the Company shall be in breach of
its obligations hereunder, nor liable for any interest or other payments, if
the Company fails to make any payments hereunder on
the stated date on which such payment is due.

9

Section
XIII. Reimbursement of Legal Expenses. In the event it shall be necessary for a Participant to retain legal counsel
in connection with the enforcement of any or all of such Participant’s right to
benefits payable under the Plan, and provided that the Participant
substantially prevails in the enforcement of such rights, the Company shall
reimburse the Participant for reasonable attorneys fees incurred.

Section
XIV. Expenses. All expenses of
administering the Plan shall be borne by the Company.

Section XV. Withholding. The Company may withhold from any amounts payable
hereunder such Federal, state or local taxes as may be required to be withheld
pursuant to any applicable law or regulation.

Section XVI. Successors and Binding Effect. The Company shall require any successor, (including,
without limitation, any persons acquiring directly or indirectly all or substantially
all of the business and/or assets of the Company whether by purchase, merger,
consolidation, reorganization or otherwise, and such successor shall thereafter
be deemed the Company for purposes of the Plan), to assume and agree to perform
the obligations under the Plan in the same manner and to the same extent the
Company would be required to perform if no such succession had taken place. The
Plan shall be binding upon and inure to the benefit of the Company and any
successor to the Company, but shall not otherwise be assignable, transferable
or delegable by the Company. The rights under the Plan shall inure to the
benefit of and be enforceable by each Participant’s personal or legal
representatives, executors, administrators, successors, heirs, distributees and/or legatees. Rights under the Plan are
personal in nature and neither the Company nor any Participant shall, without
the consent of the other, assign, transfer or delegate the Plan or any rights
or obligations hereunder except as expressly provided in this Section. Without
limiting the generality of the foregoing, a Participant’s right to receive
payments hereunder shall not be assignable, transferable or delegable, whether
by pledge, creation of a security interest or otherwise, other than by will or
by the laws of descent and distribution, and, in the event of any attempted
assignment or transfer contrary to this Section, the Company shall have no
liability to pay any amount so attempted to be assigned, transferred or
delegated. If a Participant shall die while any amounts would be payable
hereunder had the Executive continued to live, all such amounts, unless
otherwise provided herein, shall be paid to such person or persons appointed in
writing by such Participant to receive such amounts or, if no person is so
appointed, to the Participant’s estate.

10

Section
XVII. Severability.
In the event that any provision of the Plan shall be determined to be invalid
or unenforceable for any reason, the remaining provisions and portions of the
Plan shall be unaffected thereby and shall remain in full force and effect to
the fullest extent permitted by law.

Section XVIII. Governing Law. This Plan and all rights and obligations hereunder
shall be construed in accordance with and governed by the laws of the State of Delaware, without
reference to conflict of laws principles of such state.